PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Client Name], of [Client Address] ("Client")
AND
[Service Provider Name], of [Service Provider Address] ("Service Provider").
WHEREAS
- The Client wishes to engage the Service Provider to perform certain professional services;
- The Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
1.1. "Services" means the professional services described in Schedule A or as otherwise agreed in writing by the parties.
1.2. "Deliverables" means any work product or materials to be provided by the Service Provider as part of the Services.
2. SCOPE OF SERVICES
2.1. The Service Provider agrees to perform the Services as described in [Description of Services/Schedule A].
2.2. Any changes to the scope of Services must be agreed in writing by both parties.
3. TERM AND TERMINATION
3.1. This Agreement shall commence on [Effective Date] and continue until [End Date/Completion of Services], unless terminated earlier as provided herein.
3.2. Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
3.3. Either party may terminate immediately for material breach by the other party.
4. FEES AND PAYMENT
4.1. The Client shall pay the Service Provider fees as set out in [Fee Schedule/Schedule B].
4.2. Payment shall be due within [Number] days of receipt of a valid invoice.
4.3. Late payments may incur interest at [Interest Rate]% per month (or the maximum allowed by law).
5. EXPENSES
5.1. The Client shall reimburse the Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, upon submission of receipts.
6. CONFIDENTIALITY
6.1. Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement and not to disclose such information to any third party without prior written consent, except as required by law.
7. INTELLECTUAL PROPERTY
7.1. [Choose one: All Deliverables and intellectual property created under this Agreement shall be the property of the Client upon full payment. / The Service Provider retains all intellectual property rights in the Deliverables, granting the Client a non-exclusive, non-transferable license to use them as set forth herein.]
7.2. Pre-existing intellectual property of either party remains the property of that party.
8. WARRANTIES AND REPRESENTATIONS
8.1. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
8.2. Except as expressly stated, no other warranties, express or implied, are given.
9. INDEPENDENT CONTRACTOR
9.1. The Service Provider is an independent contractor and not an employee, agent, or partner of the Client.
9.2. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties.
10. LIMITATION OF LIABILITY
10.1. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for any indirect, incidental, or consequential damages.
10.2. The total liability of either party under this Agreement shall not exceed the total fees paid under this Agreement.
11. INDEMNIFICATION
11.1. Each party agrees to indemnify and hold harmless the other party from any claims, damages, or expenses arising out of its own breach of this Agreement or negligence.
12. NOTICES
12.1. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses stated above (or as updated in writing).
13. GOVERNING LAW
13.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
14. ENTIRE AGREEMENT AND AMENDMENTS
14.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
14.2. Any amendment must be in writing and signed by both parties.
15. SEVERABILITY
15.1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16. COUNTERPARTS AND ELECTRONIC SIGNATURES
16.1. This Agreement may be executed in counterparts, each of which shall be deemed an original.
16.2. Electronic signatures shall be deemed as valid as original signatures.
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement as of the date first written above.
CLIENT
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
SERVICE PROVIDER
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
Schedule A: Description of Services
[Insert detailed description of services to be provided]
Schedule B: Fee Schedule
[Insert fee structure, rates, and payment schedule]
